Independent director in Luxembourg: governance, substance and local decisions.
An independent director in Luxembourg is a resident director, qualified and independent of management, who sits on the board of a Luxembourg company or fund. They strengthen ATAD substance and governance by ensuring decisions are genuinely taken in Luxembourg. We provide a "fit & proper" director who exercises real judgement, not a mere nominee.
An independent director is a member of the board of directors or managers who holds no operational management function and is independent of the shareholders and management. In Luxembourg, a resident independent director takes part in effective decision-making within the company, contributes to the economic substance required by the ATAD directives and exercises their own judgement, in the company's interest and in line with their duties.
Amended law of 10 August 1915 on commercial companies (management bodies, directors' duties). Economic substance framed by the ATAD directives. Honourability and competence requirement ("fit & proper") for regulated entities and funds. Use of a nominee (mere lending of one's name) is prohibited and ineffective for substance.
Key takeaway
- A resident independent director supports ATAD substance: decisions genuinely taken in Luxembourg.
- They are "fit & proper" (honourability and competence), independent of management, and exercise real judgement.
- Board meetings are held in Luxembourg, with minutes and conflict-of-interest management.
- A nominee (mere lending of one's name) is prohibited and ineffective for creating substance.
What is an independent director?
An independent director is a board member who holds no operational management function and is independent of the shareholders and management. Their value lies in their own judgement: they analyse, question and vote in the company's interest, not on instruction.
In Luxembourg, a resident independent director contributes to the governance and substance of a company or fund. They are never a nominee: merely lending one's name is prohibited and worthless for demonstrating real activity.
Why appoint a resident director in Luxembourg?
Since the ATAD directives, the tax authority and banks expect a Luxembourg company's decisions to be genuinely taken in Luxembourg, by bodies that actually meet there. A resident director, present at board meetings and involved in decision-making, is a central element of this substance.
Beyond tax, a resident director eases the banking relationship, local signing of deeds and governance responsiveness. We calibrate the mandate to your risk profile, without over-engineering.
Does an independent director create substance?
An independent director contributes to substance when they play a real role: they take part in decisions, attend board meetings held in Luxembourg, sign deeds and bear responsibility. It is the effective exercise of the mandate, not the mere RCS registration, that produces substance.
Conversely, a nominee adds no substance and exposes the structure to recharacterisation. We provide a director who genuinely exercises their functions, with traceability (minutes, resolutions, board attendance).
"Fit & proper": honourability and competence
A director must present the expected guarantees of honourability and competence ("fit & proper"), particularly for funds and regulated entities. They must understand the company's activity, risks and obligations, and have the time needed to exercise their mandate.
Our independent director meets these requirements and documents their independence from management and shareholders, the condition for the value of their judgement.
Boards, minutes and conflicts of interest
Substance and good governance rest on board meetings genuinely held in Luxembourg, faithful minutes and rigorous conflict-of-interest management. The independent director ensures decisions are taken, reasoned and documented locally.
We coordinate this with domiciliation, corporate secretarial, accounting and compliance, for coherent and defensible governance.
Who this is for
- SOPARFI and holdings needing substance and local governance
- Investment funds and regulated vehicles (boards, committees)
- Foreign groups seeking a resident independent director
- Companies exposed to a substance check or a tax audit
What we do
- Provision of a qualified resident independent director
- Effective participation in board meetings held in Luxembourg
- Preparation and keeping of minutes and resolutions
- Conflict-of-interest management and directors' duties
- Coordination with substance, accounting and compliance
Estimated timelines
Pricing indication
Indicative ranges, excluding disbursements and taxes. Firm quote after scoping.
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Preparation checklist
Get the list of documents and steps to start without friction.
The process, step by step
Scoping & due diligence
Analysis of the company, governance and substance needs, and mutual AML / KYC checks before accepting the mandate.
Appointment
Appointment to the board, RCS registration, set-up of powers, signing rules and conflict-of-interest management.
Governance
Board meetings held in Luxembourg, effective decision-making, minutes, resolutions and obligation follow-up.
Ongoing follow-up
Substance monitoring, coordination with accounting and compliance, annual governance review.
Frequently asked questions
What is an independent director?
Why appoint a resident director in Luxembourg?
Does an independent director create substance?
Is an independent director a nominee?
What does "fit & proper" mean?
How much does an independent director mandate cost?
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